C0 PSC3 Contract Cover Pages

NEC3Professional Services Contract (PSC3)

Contract between / Eskom Holdings SOC Limited
(Reg No. 2002/015527/06)
and / [Insert at award stage]
(Reg No. ______)
for / The appointment of a service provider for reputation research, for a period of three (3) years
Insert title of the services
Contents: / No of pages
Part C1 / Agreements & Contract Data / 16
Part C2 / Pricing Data / 4
Part C3 / Scope of Work: The Scope / 8
CONTRACT No. / Corp 4243

PART C1:AGREEMENTS & CONTRACT DATA

Document reference

Title

No of pages

C1.1 / Form of Offer & Acceptance / 3
C1.2a / Contract Data provided by the Employer / 11
C1.2b / Contract Data provided by the Consultant / 2

C1.1 Form of Offer & Acceptance

Offer

The Employer, identified in the Acceptance signature block, has solicited offers to enter into a contract for the procurement of:

The appointment of a service provider for reputation research, for a period of three (3) years

The tenderer, identified in the Offer signature block, has

either / examined the documents listed in the Tender Data and addenda thereto as listed in the Returnable Schedules, and by submitting this Offer has accepted the Conditions of Tender.
or / examined the draft contract as listed in the Acceptance section and agreed to provide this Offer.

By the representative of the tenderer, deemed to be duly authorised, signing this part of this Form of Offer and Acceptance the tenderer offers to perform all of the obligations and liabilities of the Consultant under the contract including compliance with all its terms and conditions according to their true intent and meaning for an amount to be determined in accordance with the conditions of contract identified in the Contract Data.

The offered total of the Prices exclusive of VAT is / NOT APPLICABLE - Cost reimbursable
Value Added Tax @ 14% is / NOT APPLICABLE - Cost reimbursable
The offered total of the Prices inclusive of VAT is / NOT APPLICABLE - Cost reimbursable

If Option E or G apply, for each offered total insert in brackets, “(Not Applicable – Cost reimbursable)”

This Offer may be accepted by the Employer by signing the Acceptance part of this Form of Offer and Acceptance and returning one copy of this document including the Schedule of Deviations (if any) to the tenderer before the end of the period of validity stated in the Tender Data, or other period as agreed, whereupon the tenderer becomes the party named as the Consultant in the conditions of contract identified in the Contract Data.

Signature(s)
Name(s)
Capacity
For the tenderer:
Name & signature of witness / (Insert name and address of organisation) / Date

Acceptance

By signing this part of this Form of Offer and Acceptance, the Employer identified below accepts the tenderer’s Offer. In consideration thereof, the Employer shall pay the Consultant the amount due in accordance with the conditions of contract identified in the Contract Data. Acceptance of the tenderer’s Offer shall form an agreement between the Employer and the tenderer upon the terms and conditions contained in this agreement and in the contract that is the subject of this agreement.

The terms of the contract, are contained in:

Part C1Agreements and Contract Data, (which includes this Form of Offer and Acceptance)

Part C2Pricing Data

Part C3Scope of Work: The Scope

and drawings and documents (or parts thereof), which may be incorporated by reference into the above listed Parts.

Deviations from and amendments to the documents listed in the Tender Data and any addenda thereto listed in the Returnable Schedules as well as any changes to the terms of the Offer agreed by the tenderer and the Employer during this process of offer and acceptance, are contained in the Schedule of Deviations attached to and forming part of this Form of Offer and Acceptance. No amendments to or deviations from said documents are valid unless contained in this Schedule.

The tenderer shall within two weeks of receiving a completed copy of this agreement, including the Schedule of Deviations (if any), contact the Employer’s agent (whose details are given in the Contract Data) to arrange the delivery of any securities, bonds, guarantees, proof of insurance and any other documentation to be provided in terms of the conditions of contract identified in the Contract Data at, or just after, the date this agreement comes into effect. Failure to fulfil any of these obligations in accordance with those terms shall constitute a repudiation of this agreement.

Notwithstanding anything contained herein, this agreement comes into effect on the date when the tenderer receives one fully completed original copy of this document, including the Schedule of Deviations (if any).

Signature(s)
Name(s)
Capacity
for the Employer
Name & signature of witness / (Insert name and address of organisation) / Date

Note: If a tenderer wishes to submit alternative tenders, use another copy of this Form of Offer and Acceptance.

Schedule of Deviations

Note:

To be completed by the Employer prior to award of contract. This part of the Offer & Acceptance would not be required if the contract has been developed by negotiationbetween the Parties and is not the result of a process of competitive tendering.
The extent of deviations from the tender documents issued by the Employer prior to the tender closing date is limited to those permitted in terms of the Conditions of Tender.
A tenderer’s covering letter must not be included in the final contract document. Should any matter in such letter, which constitutes a deviation as aforesaid be the subject of agreement reached during the process of Offer and Acceptance, the outcome of such agreement shall be recorded here and the final draft of the contract documents shall be revised to incorporate the effect of it.

No. / Subject / Details
1
2
3
4
5
6
7

By the duly authorised representatives signing this Schedule of Deviations below, the Employer and the tenderer agree to and accept this Schedule of Deviations as the only deviations from and amendments to the documents listed in the Tender Data and any addenda thereto listed in the Tender Schedules, as well as any confirmation, clarification or changes to the terms of the Offer agreed by the tenderer and the Employer during this process of Offer and Acceptance.

It is expressly agreed that no other matter whether in writing, oral communication or implied during the period between the issue of the tender documents and the receipt by the tenderer of a completed signed copy of this Form shall have any meaning or effect in the contract between the parties arising from this Agreement.

For the tenderer:

For the Employer

Signature
Name
Capacity
On behalf of / (Insert name and address of organisation) / (Insert name and address of organisation)
Name & signature of witness
Date

C1.2 (A) PSC3 Contract Data

Part one - Data provided by the Employer

[Instructions to the contract compiler: (delete these two notes in the final draft of a contract)

Please read the relevant clauses in the conditions of contract before you enter data. The number of the clause which requires the data is shown in the left hand column for each statement however other clauses may also use the same data.

Whenever a cell is shaded in the left hand column it denotes this data is optional and would be required in relation to the option selected. In the event that the option is not required select and delete the whole row. Where the following symbol is used “[●]” - data is required to be inserted relevant to the specific option selected.]

Completion of the data in full, according to the Options chosen, is essential to create a complete contract.

Clause

Statement

Data

1 /

General

/
The conditions of contract are the core clauses and the clauses for main Option
G:Term contract
dispute resolution Option / W1:Dispute resolution procedure
and secondary Options
X1:Price adjustment for inflation
X2Changes in the law
X9:Transfer of rights
X10Employer’s Agent
X11:Termination by the Employer
X18:Limitation of liability
Z:Additional conditions of contract
of the NEC3 Professional Services Contract (June 2005)[1] with amendments June 2006
10.1 / The Employer is (Name): / Eskom Holdings SOC Limited (reg no: 2002/015527/06), a juristic person incorporated in terms of the company laws of the Republic of South Africa
Address / Registered office at Megawatt Park, Maxwell Drive, Sandton, Johannesburg
Tel No. / 011800 8111
Fax No. / 086 668 3642
11.2(9) / The services are / The appointment of a service provider for reputation research, for a period of three (3) years.
11.2(10) / The following matters will be included in the Risk Register / N/A
11.2(11) / The Scope is in / Part 3: Scope of Work
12.2 / The law of the contract is the law of / the Republic of South Africa
13.1 / The language of this contract is / English
13.3 / The period for reply is / Maximum 2 working days
13.6 / The period for retention is / 3 years following Completion or earlier termination.

2

The Parties’ main responsibilities

25.2 / The Employer provides access to the following persons, places and things / access to / access date
1 / Access As per contract

Time

/
31.2 / The starting date is. / 01 April 2018
11.2(3) / The completion date for the whole of the services is. / 30 March 2021
11.2(6) / The key dates and the conditions to be met are: / Condition to be met / key date
1 / As per contract / As per contract
31.1 / The Consultant is to submit a first programme for acceptance within / 1week of the Contract Date.
32.2 / The Consultant submits revised programmes at intervals no longer than / 4 weeks.

Quality

/
40.2 / The quality policy statement and quality plan are provided within / 4 weeks of the Contract Date.
42.2 / The defects date is / 4 weeks after Completion of the whole services.

Payment

/
50.1 / The assessment interval is / Between the 25th day of each successive month.
50.3 / The expenses stated by the Employer are / N/A
51.1 / The period within which payments are made is / 30 Days from date of Invoice
51.2 / The currency of this contract is the / South African Rand
51.5 / The interest rate is / (i) zero percent above the publicly quoted prime rate of interest (calculated on a 365 day year) charged by from time to time by the Standard Bank of South Africa (as certified, in the event of any dispute, by any manager of such bank, whose appointment it shall not be necessary to prove) for amounts due in Rands and
(ii) the LIBOR rate applicable at the time for amounts due in other currencies. LIBOR is the 6 month London Interbank Offered Rate quoted under the caption “Money Rates” in The Wall Street Journal for the applicable currency or if no rate is quoted for the currency in question then the rate for United States Dollars, and if no such rate appears in The Wall Street Journal then the rate as quoted by the Reuters Monitor Money Rates Service (or such service as may replace the Reuters Monitor Money Rates Service) on the due date for the payment in question, adjusted mutatis mutandis every 6 months thereafter (and as certified, in the event of any dispute, by any manager employed in the foreign exchange department of The Standard Bank of South Africa Limited, whose appointment it shall not be necessary to prove.

Compensation events

/ No data required for this section of the conditions of contract.

Rights to material

/ No data required for this section of the conditions of contract.

Indemnity, insurance and liability

/
81.1 / The amounts of insurance and the periods for which the Consultant maintains insurance are
Event / Cover / Period following Completion of the whole of the services or earlier termination
Liability for failure by the Consultant to use the skill and care normally used by professionals providing services similar to the services / Whatever the Consultant deems necessary in respect of each claim, without limit to the number of claims / See Notes to Consultants in Annexure A
death of or bodily injury to a person (not an employee of the Consultant) or loss of or damage to property arising from or in connection with the Consultant’s Providing the Services. / Whatever the Consultant deems necessary for any occurrence or series of occurrences arising out of one event without limit to the number of claims. / See Notes to Consultants in Annexure A
death of or bodily injury to employees of the Consultant arising out of and in the course of their employment in connection with this contract / As prescribed by the Compensation for Occupational Injuries and Diseases Act No. 130 of 1993 and the Consultant’s common law liability for people falling outside the scope of the Act with a limit of indemnity of not less than R500 000-00 (five hundred thousand) in respect of each claim, without limit to the number of claims / As Consultant deems necessary
81.1 / The Employer provides the following insurances / Refer to Annexure A for details of insurance provided by the Employer.
82.1 / The Consultant’s total liability to the Employer for all matters arising under or in connection with this contract, other than the excluded matters, is limited to / The total of the Prices
The Consultant provides these additional insurances.
1Insurance against: / Whatever the Consultant deems necessary including cover provided for payment of deductibles

Termination

/ There is no reference to Contract Data in this section of the core clauses and terms in italics used in this section are identified elsewhere in this Contract Data.

Data for main Option clause

E / Time based contract
21.4 / The Consultant prepares forecasts of the total Time Charge and expenses at intervals no longer than / Not applicable
G / Term contract
21.4 / The Consultant prepares forecasts of the total Time Charge and expenses at intervals no longer than / 4 weeks.
50.4 / The exchange rates are those published in / Not Applicable

Data for Option W1

W1.1 / The Adjudicator is (Name) / The person selected from the Eskom Panel of Adjudicators listed in Annexure C to this Contract Data by the Party intending to refer a dispute to him.
W1.2(3) / The adjudicator nominating body is: / TheChairman of the Joint Civils Division of the South African Institution of Civil Engineering or its successor body. (See ).
W1.4(2) / The tribunal is: / arbitration
W1.4(5) / The arbitration procedure is / the latest edition of Rules for the Conduct of Arbitrations published by The Association of Arbitrators (Southern Africa) or its successor body.
The place where arbitration is to be held is / South Africa
The person or organisation who will choose an arbitrator

if the Parties cannot agree a choice or
if the arbitration procedure does not state who selects an arbitrator, is

/ The Chairman for the time being or his nominee of the Association of Arbitrators (Southern Africa) or its successor body.

Data for secondary Option clauses

/
X1 / Price adjustment for inflation /
X1.1 / The index is /

Gazetted annual average CPI

The staff rates are /

Fixed for the year and thereafter average CPI will be applicable

X2 / Changes in the law /
X2.1 / The law of the project is /

South African Law

X7 / Delay damages
X7.1 / Delay damages for late Completion of the whole of the services are / Delay damages are 10% of the task order value
X9 / Transfer of rights / The Employer shall own the right to the material and the right shall be transferred in writing by the consultant
X10 / The Employer’s Agent
X10.1 / The Employer’s Agent is
Name:
Address / Sunninghill, Maxwell drive
The authority of the Employer’s Agent is
X11 / Termination by the Employer / The Employer has the right to terminate based on NEC PSC Clause 9 and any other reason not stated on provision that the consultant is notified.
X18 / Limitation of liability
X18.1 / The Consultant’s liability to the Employer for indirect or consequential loss is limited to: / R0.00 (Zero Rand): The task order value
X18.2 / The Consultant’s liability to the Employer for Defects that are not found until after the defects date is limited to: / The total of the Prices of the task order
X18.3 / The end of liability date is / Five (5) years after Completion of the whole of the services.
Z / The Additional conditions of contract are / Z1 to Z11 always apply.
Z1 / Cession delegation and assignment
Z1.1 / The Consultantdoes notcede, delegate or assign any of its rights or obligations to any person without the written consent of the Employer.
Z1.2 / Notwithstanding the above, the Employer may on written notice to the Consultant cede and delegate its rights and obligations under this contract to any of its subsidiaries or any of its present divisions or operations which may be converted into separate legal entities as a result of the restructuring of the Electricity Supply Industry and the Electricity Distribution Industry.
Z2 / Joint ventures
Z2.1 / If the Consultant constitutes a joint venture, consortium or other unincorporated grouping of two or more persons or organisations then these persons or organisations are deemed to be jointly and severally liable to the Employer for the performance of this contract.
Z2.2 / Unless already notified to the Employer, the persons or organisations notify the Employer within two weeks of the Contract Date of the key person who has the authority to bind the Consultant on their behalf.
Z2.3 / The Consultant does not substantially alter the composition of the joint venture, consortium or other unincorporated grouping of two or more persons without the consent of the Employer having been given to the Consultant in writing.
Z3 / Change of Broad Based Black Economic Empowerment (B-BBEE) status
Z3.1 / Where a change in the Consultant’s legal status, ownership or any other change to his business composition or business dealings results in a change to the Consultant’s B-BBEE status, the Consultant notifies the Employer within seven days of the change.
Z3.2 / The Consultant is required to submit an updated verification certificate and necessary supporting documentation confirming the change in his B-BBEE status to the Employer within thirty days of the notification or as otherwise instructed by the Employer.
Z3.3 / Where, as a result, the Consultant’s B-BBEE status has decreased since the Contract Date theEmployer may either re-negotiate this contract or alternatively, terminate the Consultant’s obligation to Provide the Services.
Z3.4 / Failure by the Consultantto notify the Employer of a change in its B-BBEE status may constitute a reason for termination. If the Employer terminates in terms of this clause, the procedures on termination are those stated in core clause 91. The payment on termination includes a deduction of the forecast of the additional cost to the Employer of completing the whole of the services in addition to the amounts due in terms of core clause 92.1.